[Form 4] Ibotta, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ibotta, Inc. officer Marisa Daspit reported a withholding transaction tied to vested restricted stock units (RSUs). On 09/01/2025, 1,194 shares of Class A common stock were withheld at a price of $26.94 to satisfy income tax and withholding obligations related to net settlement of previously granted RSUs. After the withholding, the reporting person beneficially owned 55,088 shares. The filing clarifies these were not open-market sales but net-withholding of shares; some of the holdings remain structured as RSUs that convert to common stock when vested.

Positive

• Transaction was a tax-withholding net settlement, not an open-market sale
• Reporting person remains an officer and retains a sizeable holding of 55,088 shares
• Filing includes explanatory footnotes clarifying RSU treatment

Negative

• Beneficial ownership decreased by 1,194 shares following the withholding

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested RSUs reduced reported holdings by 1,194 shares; not an open-market sale.

The Form 4 discloses a standard net-settlement event where the issuer withheld 1,194 Class A shares at $26.94 to cover tax obligations tied to vested RSUs. This transaction does not represent a cash market disposition and therefore has limited signaling value about insider intent to sell. The remaining position of 55,088 shares reflects continued ownership exposure to the company. For investors, the key takeaway is that the change in beneficial ownership arises from compensation mechanics rather than a liquidity-driven sale.

Corporate Governance Expert

TL;DR: Filing documents a compensation-related withholding; disclosure follows Section 16 reporting requirements.

The report appropriately identifies the reporting person as Chief People Officer and notes the transaction code and explanatory footnotes that confirm the shares were withheld to satisfy tax withholding on vested RSUs. The Form 4 includes the required explanatory language and a power-of-attorney signature. This is a routine insider disclosure satisfying regulatory obligations and does not raise governance red flags based on the information provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Daspit Marisa

(Last) (First) (Middle)

C/O IBOTTA, INC.

1801 CALIFORNIA STREET, SUITE 400

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ibotta, Inc. [ IBTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF PEOPLE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		F(1)		1,194	D	$26.94	55,088(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction is not a sale of shares by the Reporting Person. Instead, this represents shares that have been withheld by the Issuer to satisfy its income tax and withholding and remittance obligations in connection with the vesting and net settlement of previously reported restricted stock units ("RSUs").

2. Certain of these securities are RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the applicable vesting schedule and conditions of each RSU.

Remarks:

	/s/ David T. Shapiro, by power of attorney	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Marisa Daspit report on the Form 4 for IBTA?

She reported that 1,194 Class A shares were withheld at $26.94 to satisfy tax and withholding obligations related to vested RSUs, leaving 55,088 shares beneficially owned.

Was the 09/01/2025 transaction a market sale for IBTA?

No. The filing states the shares were withheld by the issuer to satisfy tax withholding on vested RSUs, not sold in the open market.

What does the filing say about the RSUs?

Certain securities are RSUs; each RSU represents a contingent right to one share of Class A common stock, subject to applicable vesting schedules and conditions.

What transaction code was used on the Form 4?

Transaction code F(1), with an indicated price of $26.94 per share for the withheld shares.

Who signed the Form 4 filing for Marisa Daspit?

The form was signed by David T. Shapiro by power of attorney on 09/03/2025.